Common use of Settlement; Licenses Clause in Contracts

Settlement; Licenses. Neither Party shall enter into any settlement of any claim described in this Section 12.7 that negatively affects the other Party’s rights or interests without such other Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Each Party shall have the right to decline to defend or to tender defense of any such claim to the other Party upon reasonable notice, including if the other Party fails to agree to a settlement that such Party proposes. In the event that it is determined by any court of competent jurisdiction that the Exploitation of a Product in the Licensed Field in the Ultragenyx Territory, conducted in accordance with the terms and conditions of this Agreement, infringes, or the JSC determines that such activities are likely to infringe, any patent, copyright, trademark, data exclusivity right or trade secret right arising under Applicable Laws of any Third Party, Ultragenyx shall use Commercially Reasonable Efforts to: (i) procure a license from such Third Party authorizing Ultragenyx to continue to conduct such activities; or (ii) modify such activities so as to render it non-infringing.